Exhibit 3(i)

                            ARTICLES OF INCORPORATION

                                       OF

                 INTERACTIVE MOTORSPORTS AND ENTERTAINMENT CORP.

     The undersigned  incorporator,  desiring to form a corporation (hereinafter
referred  to as the  "Corporation")  pursuant to the  provisions  of the Indiana
Business  Corporation  Law, as amended  (hereinafter  referred to as the "Law"),
executes the following Articles of Incorporation:

ARTICLE 1. NAME.

     Section 1.1 Corporate  Name.  The name of the  Corporation  is  INTERACTIVE
MOTORSPORTS AND ENTERTAINMENT CORP.

ARTICLE 2. PURPOSES AND POWERS.

     Section 2.1 Corporate  Purposes.  The purposes for which the Corporation is
formed  are for the  transaction  of any and all  lawful  business  for  which a
corporation may be incorporated under the Law.

     Section  2.2  Corporate  Powers.  The  Corporation  shall have the power to
perform any act which is necessary,  convenient  or expedient to accomplish  any
purpose within the contemplation of this Article 2.

ARTICLE 3. PERIOD OF EXISTENCE.

     Section 3.1 Period of Existence.  The period  during which the  Corporation
shall continue is perpetual.

ARTICLE 4. REGISTERED AGENT AND REGISTERED OFFICE.

     Section 4.1 Registered Agent and Registered  Office.  The street address of
the Corporation's Registered Office and the name of the Corporation's Registered
Agent for service of process at that office is William R.  Donaldson,  5624 West
73rd Street, Indianapolis, Indiana 46278.

ARTICLE 5. AUTHORIZED SHARES.

     Section 5.1 Authorized  Shares. The total number of shares of capital stock
that the  Corporation  has authority to issue is  210,000,000  shares of capital
stock consisting of:

     5.1.1. 200,000,000 shares of Common Stock, par value $0.0001 per share (the
     "Common Stock"), and

     5.1.2.  10,000,000  shares of Preferred  Stock, par value $0.0001 per share
     (the "Preferred Stock").
<PAGE>

     Section 5.2 Preferred Stock.  Undesignated shares of Preferred Stock may be
issued from time to time in one or more  series.  The Board of  Directors of the
Corporation is hereby authorized to determine and alter all rights,  preferences
and  privileges  and  qualifications,   limitations  and  restrictions   thereof
(including,  without limitation,  voting rights and the limitation and exclusion
thereof)  granted to or imposed  upon any wholly  unissued  series of  Preferred
Stock and the number of shares  constituting any such series and the designation
thereof, and to increase or decrease (but not below the number of shares of such
series then  outstanding)  the number of shares of any series  subsequent to the
issue of shares of that series then outstanding. In the event that the number of
shares of any series is so decreased,  the shares  constituting  such  reduction
shall  resume the  status  which such  shares had prior to the  adoption  of the
resolution originally fixing the number of shares of such series.

     Section 5.3  Designation of Convertible  Preferred  Stock.  The Corporation
hereby  designates  10,000,000 of the shares of Preferred  Stock as "Convertible
Preferred Stock." The rights,  preferences,  privileges and restrictions granted
to or imposed on the Convertible Preferred Stock ("Convertible Preferred Stock")
are set forth below:

     5.3.1.  Dividends.  The Convertible  Preferred Stock shall, with respect to
     dividend  rights,  rank pari  passu with any other  series of other  equity
     securities  of  the   Corporation,   including  the  Common  Stock  of  the
     Corporation,  and  shall  participate  in any such  dividend  on an "as if"
     converted basis.

     5.3.2. Liquidation.

     5.3.2.1.  Preference.  In the  event  of any  liquidation,  dissolution  or
     winding up of the Corporation, either voluntary or involuntary, the holders
     of the Convertible Preferred Stock shall be entitled to receive,  prior and
     in preference to any  distribution  of any of the assets of the Corporation
     to the holders of Common  Stock by reason of their  ownership  thereof,  an
     amount  per  share  equal  to  Fifty  Five  Cents  ($0.55)  per  share  (as
     appropriately   adjusted  for  future  stock   splits,   stock   dividends,
     combinations  or other  recapitalizations)  for each  share of  Convertible
     Preferred Stock then held by them, plus any declared but unpaid  dividends.
     If,  upon  the  occurrence  of  such  event,  the  assets  and  funds  thus
     distributed  among the holders of the Convertible  Preferred Stock shall be
     insufficient  to permit the payment to such  holders of the full  aforesaid
     preferential  amounts,  then the entire assets and funds of the Corporation
     legally available for distribution  shall be distributed  ratably among the
     holders  of  the   Convertible   Preferred   Stock  in  proportion  of  the
     preferential amount each such holder is otherwise entitled to receive.
<PAGE>

     5.3.2.2. Remaining Assets. Upon the completion of the distribution required
     by Section  5.3.2.1  above,  the entire  remaining  assets and funds of the
     Corporation   legally  available  for   distribution,   if  any,  shall  be
     distributed among the holders of the Common Stock and Convertible Preferred
     Stock in proportion to the shares of Common Stock then held by them and the
     shares of Common  Stock  which  they  then have the right to  acquire  upon
     conversion of the shares of Convertible Preferred Stock then held by them.

     5.3.2.3. Deemed Liquidation.  For the purposes of Section 5.3.2 a merger or
     consolidation  of the  Corporation  with or into any other  corporation  or
     corporations,  or the merger of any other  corporation or corporations into
     the Corporation,  in which  consolidation or merger the shareholders of the
     Corporation  receive  distributions  in cash  or  securities  of the  other
     corporation or  corporations  as a result of such  consolidation  or merger
     (other than a merger or consolidation with a wholly owned subsidiary of the
     Corporation or a merger or  consolidation  that results in the shareholders
     of the Corporation  owning 50% or more of the voting power of the surviving
     entity  after  such  merger  or  consolidation),  or (b) a  sale  of all or
     substantially  all of the assets of the Corporation,  shall be treated as a
     liquidation, dissolution or winding up of the Corporation.

     5.3.3.  Conversion.  The holders of the  Convertible  Preferred Stock shall
     have the conversion rights as follows (the "Conversion Rights"):

          5.3.3.1.  Automatic  Conversion.  Each share of Convertible  Preferred
          Stock shall automatically be converted on the first anniversary of the
          date of issuance of such share (the "Conversion  Date"), at the office
          of the  Corporation  or any transfer  agent for such stock,  into such
          number of fully paid and  nonassessable  shares of Common  Stock as is
          determined by dividing  $1.00 by the Conversion  Price,  determined as
          hereafter  provided,  in effect on the Conversion Date. The applicable
          Conversion Price per share of Convertible Preferred Stock shall be the
          lesser of (i) $1.00 per share of Common  Stock or (ii) the  average of
          the average between the bid and ask prices for a share of Common Stock
          on the ten (10)  trading  days ending on the  trading day  immediately
          prior to the  Conversion  Date subject to  adjustment  as set forth in
          Section 5.3.3.3;  provided however,  that if the Common Stock does not
          trade on at least six (6) of the ten (10)  trading  days ending on the
          trading day immediately  prior to the Conversion  Date, the conversion
          price shall be One Dollar ($1.00).

          5.3.3.2.  Mechanics of Conversion.  On or before the Conversion  Date,
          any  holder  of  Convertible   Preferred  Stock  shall  surrender  the
          certificate or certificates therefore, duly endorsed, at the office of
          the   Corporation  or  of  any  transfer  agent  for  such  series  of
          Convertible  Preferred  Stock,  and shall give  written  notice to the
          Corporation at its principal corporate office, of the name or names in
          which the certificate or  certificates  for shares of Common Stock are
          to be issued.  The Corporation shall, as soon as practicable after the
          Conversion  Date,  issue and  deliver at such office to such holder of
          Convertible  Preferred  Stock,  or to the  nominee or nominees of such
          holder,  a  certificate  or  certificates  for the number of shares of
          Common  Stock to which such holder  shall be  entitled  as  aforesaid,
          together with any cash dividends declared but unpaid on such shares of
          Convertible  Preferred Stock.  Such conversion shall be deemed to have
          been made immediately prior to the close of business on the Conversion
          Date,  and the person or  persons  entitled  to receive  the shares of
          Common Stock  issuable upon such  conversion  shall be treated for all
          purposes  as the record  holder or  holders  of such  shares of Common
          Stock as of the Conversion Date.

          5.3.3.3.  Conversion Price Adjustments of Convertible  Preferred Stock
          for  Certain  Dilutive   Issuances,   Splits  and  Combinations.   The
          Conversion  Price of the Convertible  Preferred Stock shall be subject
          to adjustment from time to time as follows:

          5.3.3.4.  Adjustments for Subdivisions,  Combinations or Consolidation
          of Common Stock. In the event the  outstanding  shares of Common Stock
          shall be subdivided  (by stock split,  or  otherwise),  into a greater
          number of shares of Common Stock,  the Conversion Price for each share
          of Convertible Preferred Stock then in effect shall, concurrently with
          the effectiveness of such subdivision,  be proportionately  decreased.
          In the event the outstanding  shares of Common Stock shall be combined
          or  consolidated,  by  reclassification  or  otherwise,  into a lesser
          number of shares of Common Stock,  the Conversion Price for each share
          of Convertible Preferred Stock then in effect shall, concurrently with
          the   effectiveness   of  such   combination  or   consolidation,   be
          proportionately increased.
<PAGE>

          5.3.3.5.  Adjustments  for  Other  Distributions.  In  the  event  the
          Corporation at any time or from time to time makes,  or fixes a record
          date for the  determination  of holders of Common  Stock  entitled  to
          receive any  distribution  payable in  securities  of the  Corporation
          other than shares of Common Stock and other than as otherwise adjusted
          in Section 5.3.3,  then and in each such event provision shall be made
          so that the holders of Convertible  Preferred Stock shall receive upon
          conversion  thereof,  in  addition  to the  number of shares of Common
          Stock   receivable   thereupon,   the  amount  of  securities  of  the
          Corporation  which  they  would have  received  had their  Convertible
          Preferred  Stock been  converted into Common Stock on the date of such
          event and had they thereafter, during the period from the date of such
          event  to  and  including  the  date  of  conversion,   retained  such
          securities receivable by them as aforesaid during such period, subject
          to all other  adjustments  called for during such period under Section
          5.3.3 with  respect to the  rights of the  holders of the  Convertible
          Preferred Stock.

          5.3.3.6. Adjustments for Reclassification,  Exchange and Substitution.
          If the  Common  Stock  issuable  upon  conversion  of the  Convertible
          Preferred  Stock shall be changed into the same or a different  number
          of shares of any other  class or classes of stock,  whether by capital
          reorganization,   reclassification   or   otherwise   (other   than  a
          subdivision  or  combination  of  shares  provided  for  above),   the
          Conversion  Price  then  in  effect  shall,   concurrently   with  the
          effectiveness  of  such   reorganization   or   reclassification,   be
          proportionately  adjusted such that the  Convertible  Preferred  Stock
          shall be  convertible  into, in lieu of the number of shares of Common
          Stock which the holders would otherwise have been entitled to receive,
          a number of shares of such other class or classes of stock  equivalent
          to the number of shares of Common  Stock that would have been  subject
          to receipt by the holders upon conversion of the Convertible Preferred
          Stock immediately before that change.

          5.3.3.7. Reorganization,  Mergers, Consolidations, or Sales of Assets.
          Subject to Section 5.3.2  hereof,  if at any time or from time to time
          there shall be a capital  reorganization  of the Common  Stock  (other
          than a  subdivision,  combination,  reclassification,  or  exchange of
          shares  provided  for  elsewhere  in  Section  5.3)  or  a  merger  or
          consolidation of this Corporation with or into another corporation, or
          the sale of all or substantially all of this Corporation's  properties
          and   assets  to  any  other   person,   then,   as  a  part  of  such
          reorganization,  merger,  consolidation,  or sale,  provision shall be
          made so that the  holders of the  Convertible  Preferred  Stock  shall
          thereafter be entitled to receive upon  conversion of the  Convertible
          Preferred  Stock held by them,  the number of shares of stock or other
          securities  or  property  of  this  Corporation,  or of the  successor
          corporation  resulting from such merger or  consolidation  or sale, to
          which a holder of Common Stock  deliverable upon conversion would have
          been entitled upon such capital reorganization, merger, consolidation,
          or sale. In any such case, appropriate adjustment shall be made in the
          application  of the  provisions  of  Section  5.3 with  respect to the
          rights of the  holders of the  Convertible  Preferred  Stock after the
          reorganization,  merger,  consolidation,  or sale to the end  that the
          provisions  of Section 5.3  (including  adjustment  of the  Conversion
          Prices  then in  effect  and the  number of  shares  purchasable  upon
          conversion  of the  Convertible  Preferred  Stock) shall be applicable
          after that event as nearly equivalent as may be practicable.
<PAGE>

          5.3.3.8. No Fractional Shares and Certificate as to Adjustments.

               5.3.3.8.1.   No  fractional  shares  shall  be  issued  upon  the
               conversion  of any share or shares of the  Convertible  Preferred
               Stock,  and the  number of  shares  of Common  Stock to be issued
               shall be rounded to the nearest whole share (with  one-half being
               rounded  upward).   The  number  of  shares  issuable  upon  such
               conversion  shall be  determined on the basis of the total number
               of shares of  Convertible  Preferred  Stock of the  holder on the
               Conversion Date and the number of shares of Common Stock issuable
               upon such conversion.

               5.3.3.8.2. Upon the occurrence of each adjustment or readjustment
               of the Conversion  Price of Convertible  Preferred Stock pursuant
               to Section 5.3, the Corporation,  at its expense,  shall promptly
               compute such  adjustment or  readjustment  in accordance with the
               terms  hereof and  prepare  and  furnish  to each  holder of such
               Convertible  Preferred  Stock,  a certificate  setting forth such
               adjustment  or  readjustment  and shown in detail  the facts upon
               which such adjustment or  readjustment is based.  The Corporation
               shall  furnish  or cause to be  furnished  to such  holder a like
               certificate  setting forth (a) such adjustment and  readjustment,
               and (b) the Conversion Price for the Convertible  Preferred Stock
               at the time in effect.

          5.3.3.9.   Reservation   of  Stock  Issuable  Upon   Conversion.   The
          Corporation  shall at all times reserve and keep  available out of its
          authorized but unissued shares of Common Stock, solely for the purpose
          of effecting the conversion of the shares of the Convertible Preferred
          Stock, such number of its shares of Common Stock as shall from time to
          time be sufficient to effect the conversion of all outstanding  shares
          of  Convertible  Preferred  Stock;  and if at any time the  number  of
          authorized but unissued shares of Common Stock shall not be sufficient
          to effect the conversion of all then outstanding shares of Convertible
          Preferred  Stock,  in  addition  to such  other  remedies  as shall be
          available  to the  holder of such  Convertible  Preferred  Stock,  the
          Corporation  will take such corporate action as may, in the opinion of
          its counsel,  be necessary  to increase  its  authorized  but unissued
          shares of Common Stock to such number of shares as shall be sufficient
          for such purposes,  including,  without  limitation,  engaging in best
          efforts to obtain the requisite  shareholder approval of any necessary
          amendment to this Certificate of Incorporation.

     5.3.4. Voting Rights. The holders of Convertible Preferred Stock shall:

          5.3.4.1. Be entitled to cast on each matter submitted to a vote of the
          stockholders  of the  Corporation  the  number  of votes  equal to the
          number of shares of Common Stock into which such shares of Convertible
          Preferred  Stock would be converted  pursuant to Section 5.3.3 hereof,
          at the record date of the  determination  of stockholders  entitled to
          vote on such matters or, if no such record date is established, at the
          date such vote is taken or any written consent of the  stockholders is
          solicited;

          5.3.4.2.  Have voting rights and powers equal to the voting rights and
          powers of the Common  Stock  except as  otherwise  stated in (i) above
          with  respect  to the  number  of  votes  each  share  of  Convertible
          Preferred Stock is entitled; and

          5.3.4.3.  Be  entitled to any notice of any  stockholder's  meeting in
          accordance with the bylaws of the Corporation. Fractional shares shall
          not be permitted and any  fractional  voting  resulting from the above
          formula (after aggregating all shares into which shares of Convertible
          Preferred  Stock  held by each  holder  could be  converted)  shall be
          rounded to the nearest whole number (with 1/2 being  rounded  upward).
          Except  as  otherwise  provided  herein  or by  law,  the  holders  of
          Convertible  Preferred  Stock and  holders of Common  Stock shall vote
          together as a single class and not as separate  classes on all matters
          submitted to a vote of the Corporation's stockholders.
<PAGE>

          5.3.5. Protective Provisions. So long as any shares of the Convertible
          Preferred Stock are  outstanding,  the  Corporation  shall not without
          first obtaining the approval (by vote or written consent,  as provided
          by law) of the holders of at least a majority of the then  outstanding
          shares  of  Convertible  Preferred  Stock  alter  or  change  (through
          reclassification  or otherwise) the rights,  preferences or privileges
          of the shares of Convertible  Preferred  Stock as to effect  adversely
          such shares.

     Notwithstanding  the above,  the approval of the holders of the Convertible
Preferred  Stock as a class shall not be required if at any time or from time to
time a capital  reorganization  of the Common Stock or a merger or consolidation
of this  Corporation  whether  into another  corporation,  or the sale of all or
substantially all of this Corporation's  property and assets to any other person
occurs  and as a part of such  reorganization,  merger,  consolidation  or sale,
provision has been made so that the holders of the  Convertible  Preferred Stock
shall  thereafter  be entitled to receive  upon  conversion  of the  Convertible
Preferred Stock held by them, the number of shares of stock or other  securities
or property of this Corporation,  or of the successor corporation resulting from
such  merger  or  consolidation  or  sale,  to which a holder  of  Common  Stock
deliverable   upon  conversion  would  have  been  entitled  upon  such  capital
reorganization, merger, consolidation or sale, with appropriate adjustments with
respect to the rights of the holders of  Convertible  Preferred  Stock after the
reorganization, merger, consolidation, or sale to the end that the provisions of
Section 5.3 (including  adjustment of the  conversion  prices then in effect and
the number of shares  purchasable  upon conversion of the Convertible  Preferred
Stock)  shall be  applicable  after  that event as nearly  equivalent  as may be
practicable.

     Notwithstanding the foregoing, the Board of Directors may create, designate
and authorize the issuance of one or more series of Preferred  Stock which is on
parity with or has preference or priority over the  Convertible  Preferred Stock
as to the  right to  receive  other  dividends  or  amounts  distributable  upon
liquidation,  dissolution or winding up of the Corporation,  as to voting rights
or as to any other right, privilege or restriction,  all without the approval or
consent of the holders of the Convertible Preferred Stock.

ARTICLE 6. DIRECTORS.

     Section 6.1 Number of Directors. The initial Board of Directors is composed
of two (2) members who shall hold office until the first  annual  meeting of the
shareholders  at which  directors  are elected or until their  earlier  removal,
resignation  or death.  After the  initial  Board of  Directors,  the  number of
directors shall be as specified in, or fixed in accordance  with, the By-Laws of
the Corporation.
<PAGE>

Section 6.2 Names and Addresses of the Initial Directors.

          Name                           Address
          William R. Donaldson           5624 West 73rd Street
                                         Indianapolis, Indiana 46278

          Carl L. Smith                  355 Interstate Blvd.
                                         Sarasota, FL  34240

     Section 6.3 Qualifications of Directors. Directors need not be residents of
the State of Indiana nor shareholders of the Corporation.

     Section  6.4 Powers of  Directors.  The Board of  Directors  shall have the
power to direct the  management of the business and affairs of the  Corporation.
In  addition  to the  powers  and  authorities  set forth  herein  or  expressly
conferred  upon the directors by statute or common law, the directors are hereby
authorized  to  exercise  all such  powers and  perform  all such acts as may be
exercised or done by a corporation  organized and existing  under the provisions
of the Law.

     Section  6.5  Removal  of  Directors.  Any or all of the  directors  may be
removed at any time,  for a specific cause found and determined by a vote of not
less than two-thirds  (2/3) of the entire Board of Directors at the time. Any or
all of the directors may be removed,  with or without cause, at a meeting of the
shareholders  called expressly for that purpose,  by the affirmative vote of the
holders of a majority  of the shares  then  entitled  to vote at an  election of
directors. Directors may only be removed in accordance with this Section.

Section 6.6       Incorporator.

          Name                         Address
          Jeffrey B. Bailey            1400 First Indiana Plaza
                                       135 North Pennsylvania Street
                                       Indianapolis, Indiana 46204

ARTICLE 7. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.

     Section 7.1  Indemnification of Officers and Directors.  Subject to Section
7.3,  the  Corporation  shall  indemnify  any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was (or has agreed to become) a director
or officer of the  Corporation,  or by reason of any action alleged to have been
taken or omitted in such capacity, against expenses (including attorneys' fees),
judgments,  fines,  liabilities  and amounts  paid in  settlement  actually  and
reasonably  incurred  by him or her or on his or her behalf in  connection  with
such action, suit or proceeding and any appeal therefrom.

     Section 7.2  Indemnification  of Employees  and Agents.  Subject to Section
7.3,  the  Corporation  may  indemnify  any  person  who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason  of the  fact  that he or she is or was  (or has  agreed  to  become)  an
employee  or agent of the  Corporation,  or is or was  serving (or has agreed to
serve  at the  request  of the  Corporation)  as an  employee,  agent,  officer,
director,  partner,  member,  manager or trustee  (collectively  a "Third  Party
Employee") of another corporation, partnership, limited liability company, joint
venture,  trust,  employee  benefit plan or other  enterprise,  against expenses
(including attorneys' fees), judgments,  fines,  liabilities and amounts paid in
settlement  actually  and  reasonably  incurred  by  him or her or on his or her
behalf in  connection  with  such  action,  suit or  proceeding  and any  appeal
therefrom.
<PAGE>

     Section 7.3 Standard of Conduct. Officers, directors, employees, agents and
Third  Party  Employees  shall only be entitled  to  indemnification  under this
Article 7 if:

     7.3.1. he or she acted (or failed to take action) in good faith; and

     7.3.2. (i) in the case of conduct in his or her official  capacity with the
     Corporation,  the  individual's  conduct  was  in  the  Corporation's  best
     interest;  and (ii) in all other  cases,  the  individual's  conduct was at
     least not opposed to the best interests of the Corporation; and

     7.3.3.  in the case of a criminal  proceeding,  he or she  either:  (i) had
     reasonable  cause to believe his or her conduct was lawful;  or (ii) had no
     reason to believe his or her conduct was unlawful;

except  that  in the  case  of an  action  or  suit  by or in the  right  of the
Corporation to procure a judgment in its favor (A) such indemnification shall be
limited to expenses (including attorneys' fees) actually and reasonably incurred
by such person in the defense or settlement  of such action or suit,  and (B) no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  Corporation
unless,  and only to the extent that, the court in which such action or suit was
brought shall determine,  upon  application,  that,  despite the adjudication of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably  entitled to  indemnification  for such expenses which the
court shall deem proper.

     Section 7.4  Termination  and Settlement of Action.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea  of  nolo  contendere  or  its  equivalent,   shall  not,  of  itself,   be
determinative  that the person did not meet the standard of conduct specified in
this Article 7.

     Section 7.5  Successful  Defense.  To the extent that a director,  officer,
employee or agent of the Corporation or Third Party Employee has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to in  Section  7.1 or Section  7.2 hereof or in defense of any claim,  issue or
matter  therein,  he or she shall be  indemnified  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
therewith.

     Section 7.6 Determination That  Indemnification Is Proper for Directors and
Officers.  Any indemnification of a director or officer of the Corporation under
Section 7.1 hereof (unless  ordered by a court) shall be made by the Corporation
unless a determination is made that  indemnification  of the director or officer
is not proper in the circumstances  because he or she has not met the applicable
standard  of conduct set forth in Section  7.3  hereof.  Any such  determination
shall  be made (i) by the  Board of  Directors  by a  majority  vote of a quorum
consisting of directors who are not at the time parties to such action,  suit or
proceeding,  (ii) if such a quorum is not  obtainable,  by a majority  vote of a
committee  (designated by the Board of Directors)  consisting of two (2) or more
directors  not at the time  parties to the  proceeding,  (iii) by special  legal
counsel in a written opinion, or (iv) by the shareholders.
<PAGE>

     Section 7.7  Determination  That  Indemnification  Is Proper for Employees,
Agents and Third Party Employees. Any indemnification of an employee or agent of
the  Corporation  or a Third Party  Employee  under  Section 7.2 hereof  (unless
ordered by a court) may be made by the  Corporation  upon a  determination  that
indemnification of the employee,  agent or Third Party Employee is proper in the
circumstances  because he or she has met the applicable  standard of conduct set
forth in Section 7.3  hereof.  Any such  determination  shall be made (i) by the
Board of Directors by a majority  vote of a quorum  consisting  of directors who
are not at the time parties to such action,  suit or proceeding,  (ii) if such a
quorum is not obtainable,  by a majority vote of a committee  (designated by the
Board of  Directors)  consisting  of two (2) or more  directors  not at the time
parties to the proceeding,  (iii) by special legal counsel in a written opinion,
or (iv) by the shareholders.

     Section  7.8  Advance  Payment of  Expenses  for  Directors  and  Officers.
Expenses  incurred  by a director  or officer in  defending  a civil or criminal
action,  suit or proceeding  shall be paid by the  Corporation in advance of the
final  disposition  of such  action,  suit or  proceeding  upon  receipt of: (i)
written  affirmation  of the  director's or officer's good faith belief that the
director or officer has met the standard of care  described in Section 7.3; (ii)
an unconditional  written undertaking by or on behalf of the director or officer
to repay such amount if it shall  ultimately be determined that he or she is not
entitled to be indemnified by the  Corporation as authorized in this Article and
(iii) a  determination  is made that the facts  then  known to those  making the
determination would not preclude indemnification under this Article.

     Section 7.9 Advance  Payment of Expenses  for  Employees,  Agents and Third
Party Employees. Expenses incurred by an employee or agent of the Corporation or
a Third  Party  Employee  in  defending  a civil  or  criminal  action,  suit or
proceeding may be so paid upon such terms and  conditions,  if any, as the Board
of Directors deems appropriate.

     Section 7.10 Procedure for  Indemnification of Directors and Officers.  Any
indemnification  of a director or officer of the  Corporation  under Section 7.1
and  Section  7.5 or advance of costs,  charges  and  expenses  to a director or
officer under Section 7.8 shall be made promptly, and in any event within thirty
(30) days, upon the written request of the director or officer.

     7.10.1.  Corporation's  Failure  to  Respond  or  Denial  of  Claim.  If  a
     determination  by the Corporation  that the director or officer is entitled
     to  indemnification   pursuant  to  this  Article  is  required,   and  the
     Corporation  fails to respond  within sixty (60) days to a written  request
     for  indemnity,  the  Corporation  shall be  deemed to have  approved  such
     request.  If the  Corporation  denies a written  request for  indemnity  or
     advancement  of  expenses,  in  whole  or in part,  or if  payment  in full
     pursuant to such request is not made within thirty (30) days,  the right to
     indemnification or advances as granted by this Article shall be enforceable
     by the director or officer in any court of competent jurisdiction.

     7.10.2.  Costs and Expenses.  Such person's costs and expenses  incurred in
     connection   with   successfully   establishing   his  or  her   right   to
     indemnification,  in whole or in part,  in any such  action  shall  also be
     indemnified by the Corporation.

     7.10.3.  Defenses.  It shall be a defense to any such action (other than an
     action  brought to enforce a claim for the  advance of costs,  charges  and
     expense under  Section 7.8 of this Article  where the required  affirmation
     and undertaking,  if any, have been received by the  Corporation)  that the
     claimant  has not met the  standard  of conduct set forth in Section 7.3 of
     this  Article.  The  burden  of  proving  such  defense  shall  be  on  the
     Corporation. Neither the failure of the Corporation (including its Board of
     Directors,  its independent  legal counsel,  and its  shareholders) to have
     made a  determination  prior  to  the  commencement  of  such  action  that
     indemnification  of the claimant is proper in the circumstances  because he
     or she has met the applicable  standard of conduct set forth in Section 7.3
     of this Article 7, nor the fact that there has been an actual determination
     by the Corporation (including its Board of Directors, its independent legal
     counsel,  and  its  shareholders)  that  the  claimant  has  not  met  such
     applicable standard of conduct,  shall be a defense to the action or create
     a  presumption  that the  claimant has not met the  applicable  standard of
     conduct.
<PAGE>

     Section 7.11 Procedure for  Indemnification of Employees,  Agents and Third
Party Employees.  The timing of indemnification for employees,  agents and Third
Party  Employees and the terms and  conditions  upon which such  indemnification
shall be made shall be determined by the Board of Directors.

     Section  7.12  Survival;   Preservation  of  Other  Rights.  The  foregoing
indemnification  provisions  shall  be  deemed  to  be a  contract  between  the
Corporation and each director, officer, employee, agent and Third Party Employee
who serve in any such capacity at any time while these provisions as well as the
relevant  provisions  of the Law are in effect,  and any repeal or  modification
thereof shall not affect any right or  obligation  then existing with respect to
any  state  of  facts  then or  previously  existing  or any  action,  suit,  or
proceeding  previously or thereafter  brought or threatened based in whole or in
part  upon any such  state of facts.  This  contract  right may not be  modified
retroactively without the consent of the director,  officer,  employee, agent or
Third Party Employee.

     Section 7.13 Non-Exclusivity.  The indemnification provided by this Article
7 shall not be deemed  exclusive of any other rights to which those  indemnified
may  be  entitled  under  any  by-law,   agreement,   vote  of  shareholders  or
disinterested  directors or otherwise,  both as to action in his or her official
capacity and as to action in another  capacity  while  holding such office,  and
shall  continue  as to a  person  who  has  ceased  to be a  director,  officer,
employee,  agent or Third Party  Employee  and shall inure to the benefit of the
heirs, executors and administrators of such a person.

     Section 7.14 Severability. If this Article 7 or any portion hereof shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation  shall  nevertheless  indemnify  each  director  and officer and may
indemnify each employee, agent and Third Party Employee as to costs, charges and
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  with  respect to any  action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative,  including  an action by or in the
right of the  Corporation,  to the fullest  extent  permitted by any  applicable
portion of this Article that shall not have been  invalidated and to the fullest
extent permitted by applicable law.

     Section 7.15  Co-Representation.  The Board of Directors  may authorize the
Corporation's counsel to represent a director, officer, employee, agent or Third
Party Employee in any action, suit or proceeding, whether or not the Corporation
is a party to such action, suit or proceeding.

     Section 7.16 Insurance. The Corporation may purchase and maintain insurance
on behalf of an individual who is or was a director,  officer, employee or agent
of the Corporation,  or who, while a director, officer, employee or agent of the
Corporation,  is or was serving at the request of the Corporation as a director,
officer,  partner,  member,  manager,  trustee,  employee  or agent  of  another
corporation,  partnership,  limited  liability  company,  joint venture,  trust,
employee benefit plan or other enterprise, against liability asserted against or
incurred by the  individual  in that  capacity or arising from the  individual's
status as a director,  officer,  partner, member, manager,  trustee, employee or
agent,  whether or not the  Corporation  would have the power to  indemnify  the
individual against the same liability under this Article 7.

ARTICLE 8. AMENDMENT TO ARTICLES OF INCORPORATION AND BY-LAWS.

     Section  8.1  Amendment  of  Articles  of  Incorporation.  The  Corporation
reserves the right to alter, amend and repeal any provisions  contained in these
Articles  of  Incorporation  in the manner now or  hereafter  prescribed  by the
provisions of the Law or any other pertinent  enactment of the General  Assembly
of the  State  of  Indiana  and  all  rights  and  powers  conferred  hereby  on
shareholders,  directors  and  officers of the  Corporation  are subject to such
reserved right.

     Section 8.2  Adoption and  Amendment of By-Laws.  The Board of Directors of
the Corporation shall have the exclusive power to make, alter,  amend and repeal
the  By-Laws of the  Corporation  upon the  affirmative  vote of not less than a
majority of its members.



                                /s/ Jeffrey B. Bailey
                                --------------------------------------
                                Jeffrey B. Bailey





























         This instrument was prepared by Jeffrey B. Bailey, Attorney-at-Law,
LEAGRE CHANDLER & MILLARD LLP, 135 N. Pennsylvania Street, 1400 First Indiana
Plaza, Indianapolis, Indiana 46204-2415.